<PAGE>
As filed with the Securities and Exchange Commission on August 21, 2000
================================================================================
Registration No. 333-______
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
VIDAMED, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0314454
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
46107 Landing Parkway
Fremont, California 94538
(Address of Principal Executive Offices) (Zip Code)
-----------------------
1992 STOCK PLAN
1995 DIRECTOR OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
-----------------------
John F. Howe
Vice President, Finance and Chief Financial Officer
VidaMed, Inc.
46107 Landing Parkway
Fremont, California 94538
(510) 492-4947
(Name, address and telephone number,
including area code, of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this registration statement
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price per aggregate offering registration
unit(2) price fee(2)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1992 Stock Plan
Common stock, $.001 par value 1,900,000 $2.55 $4,840,896 $1,278.00
=====================================================================================================================
1995 Director Option Plan
Common stock, $.001 par value 100,000 $2.84 $ 284,000 $ 74.98
=====================================================================================================================
1995 Employee Stock Purchase Plan
Common stock, $.001 par value 200,000 $2.42 $ 484,000 $ 127.78
=====================================================================================================================
</TABLE>
(1) Represents the increase in the total number of shares reserved for issuance
under the above plans. An aggregate of 1,599,842 shares has been previously
registered under a registration statement on Form S-8 (File No. 33-80619)
and an additional 3,300,158 shares under a registration statement on
Form S-8 (File No. 333-59869) with respect to the above plans. In addition,
pursuant to Rule 416 under the Securities Act of 1933, this registration
statement includes an indeterminate number of additional shares that may be
offered and sold as a result of anti-dilution provisions described in the
plans above.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(c) and (h) under the
Securities Act as follows: (i) with respect to options to purchase shares
previously granted under the 1992 Stock Plan and 1995 Director Option Plan,
on the basis of the weighted average exercise price of these option grants,
and (ii) with respect to options to be granted under the 1992 Stock Plan
and 1995 Director Option Plan, on the basis of the average between the high
and low sales prices of the registrant's common stock on August 17, 2000 on
the Nasdaq Small Cap Market, as reported by Nasdaq, and (iii) with respect
to shares to be purchased under the 1995 Employee Stock Purchase Plan, on
the basis of 85% of the average between the high and low sales prices of
the registrant's common stock on August 17, 2000 on the Nasdaq Small Cap
Market, as reported by Nasdaq.
================================================================================
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E --
REGISTRATION OF ADDITIONAL SECURITIES
The registrant, VidaMed, Inc., previously filed a registration
statement on Form S-8 with the Securities and Exchange Commission (SEC File No.
33-80619) in connection with the registration of an aggregate of 1,599,842
shares of VidaMed's common stock to be issued under VidaMed's 1992 Stock Plan,
1995 Director Option Plan and 1995 Employee Stock Purchase Plan. This
registration statement also included 7,892 shares issuable under VidaMed's 1995
Consultant Plan. On July 24, 1998, VidaMed filed another registration statement
on Form S-8 with the SEC (SEC File No. 333-59869) in connection with the
registration of an aggregate of 3,300,158 additional shares of VidaMed's common
stock to be issued under its 1992 Stock Plan, 1995 Director Option Plan and 1995
Employee Stock Purchase Plan.
Pursuant to General Instruction E of Form S-8, this registration
statement is filed by VidaMed solely to register an additional 1,900,000 shares
of common stock reserved for issuance under VidaMed's 1992 Stock Plan, 100,000
shares of common stock reserved for issuance under VidaMed's 1995 Director
Option Plan and 200,000 shares of common stock reserved for issuance under
VidaMed's 1995 Employee Stock Purchase Plan. These increases were approved by
VidaMed's board of directors and stockholders. Pursuant to Instruction E, the
contents of VidaMed's previously filed registration statements on Form S-8 (SEC
File Nos. 33-80619 and 333-59869), including without limitation periodic reports
that VidaMed filed, or will file, after these registration statements to
maintain current information about VidaMed, are hereby incorporated by reference
into this registration statement pursuant to General Instruction E of Form S-8.
Part II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
5.1)
24.1 Power of Attorney (see page 2)
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on August 21, 2000.
VIDAMED, INC.
By: /s/ Randy D. Lindholm
---------------------------------------------
Randy D. Lindholm
President, Chief Executive Officer and Chairman
(principal executive officer)
By: /s/ John F. Howe
-----------------------------------------------
John F. Howe
Vice President, Finance and Chief Financial Officer
(principal financial and accounting officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Randy D. Lindholm and John F. Howe, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on August 21, 2000 by the following
persons in the capacities indicated.
Signature Title
--------- -----
/s/ Randy D. Lindholm President, Chief Executive Officer
------------------------- and Chairman
Randy D. Lindholm
/s/ Elizabeth H. Davila Director
-------------------------
Elizabeth H. Davila
/s/ Michael D. Ellwein Director
-------------------------
Michael D. Ellwein
/s/ Robert J. Erra Director
-------------------------
Robert J. Erra
/s/ Paulita M. LaPlante Director
-------------------------
Paulita M. LaPlante
/s/ Kurt C. Wheeler Director
-------------------------
Kurt C. Wheeler
2
<PAGE>
VIDAMED, inc.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Item Method of Filing
---------- -------------------------------------------------------------- ---------------------------------------
<S> <C> <C>
5.1 Opinion of Oppenheimer Wolff & Donnelly LLP................... Filed herewith.
23.1 Consent of Ernst & Young LLP, Independent Auditors............ Filed herewith.
23.2 Consent of Oppenheimer Wolff & Donnelly LLP................... Included in Exhibit 5.1.
24.1 Power of Attorney............................................. Included on the signature page to this
registration statement.
</TABLE>
